Legal Liability Engagement Letter

LEGAL LIABILITY ENGAGEMENT LETTER

Date:   Client Name:   Client Address:

Firm Name:   Firm Address:

RECITALS

WHEREAS, Client retains Firm to provide legal services and advice related to matters of liability exposure, claims defense, and risk mitigation as further described in this letter; and

WHEREAS, Firm is willing to accept such engagement subject to the terms, conditions and limitations set forth herein; and

WHEREAS, the parties intend by this letter to establish the scope of representation, fee arrangements, and allocation of risk between the parties.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, Client and Firm agree as follows:

1. SCOPE OF ENGAGEMENT

Firm will provide legal services to Client in connection with legal liability matters described below. Services include legal analysis, advice, investigation, negotiation with third parties and insurers, drafting pleadings and briefs, representation in administrative or judicial proceedings as agreed, and related tasks reasonably necessary to the representation. The specific matters and limitations are described here:

2. ATTORNEY AND CLIENT RESPONSIBILITIES

Firm will act with reasonable care, professional skill and diligence in performing the services described above. Client will timely provide all information and documentation necessary for Firm to perform its services and will cooperate fully in discovery and preparation. Client acknowledges that Firm does not guarantee any particular outcome.

3. FEES, RETAINER AND BILLING

Client agrees to pay Firm for services rendered at the rates set forth below and to reimburse Firm for reasonable out-of-pocket expenses. Firm will submit periodic invoices that describe services performed, time spent, and expenses incurred. Payment is due pursuant to the terms set forth in this section.

Fee Arrangement (check all that apply):  Hourly  Flat Fee  Contingency

4. COSTS AND EXPENSES

Client will reimburse Firm for all reasonable costs and expenses incurred in the representation, including but not limited to filing fees, deposition costs, expert fees, travel expenses, courier charges and copying. Such costs may be advanced by Firm and reimbursed by Client upon request or from the retainer.

5. LIMITATION OF LIABILITY

To the fullest extent permitted by law, Firm's liability for claims arising out of or relating to this engagement, whether in contract, tort (including negligence), or otherwise, is limited to direct damages not to exceed the aggregate amount of fees actually paid to Firm by Client under this engagement. IN NO EVENT SHALL FIRM BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR LOSS OF BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Notwithstanding the foregoing limitation, Firm does not seek protection for damages resulting from willful misconduct or gross negligence as determined by a court of competent jurisdiction. Client acknowledges that this limitation is an essential element of the bargain between the parties.

6. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Firm, its partners, associates and employees from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Client's provision of information that is false or misleading, Client's failure to disclose material facts, Client's actions or omissions outside the scope of this engagement, or Client's breach of this agreement.

7. CONFIDENTIALITY

All information exchanged between Firm and Client in connection with the engagement shall be treated as confidential attorney-client communications to the extent protected by law. Firm may disclose confidential information when required by law or to defend against claims arising from the representation, but will provide Client notice prior to such disclosure when permitted.

8. CONFLICTS OF INTEREST

Firm has made a conflicts check based on the information provided by Client. If at any time a conflict of interest arises that prevents Firm from continuing the representation, Firm will notify Client promptly. Client agrees to notify Firm of any potential conflicts or related matters that may affect Firm's ability to represent Client.

9. TERM AND TERMINATION

This engagement shall commence on the effective date set forth above and shall continue until the matters are concluded or until terminated by either party upon written notice. Termination does not relieve Client of the obligation to pay for services rendered and costs incurred prior to termination.

10. NOTICES

All notices under this engagement shall be in writing and delivered by hand, overnight courier, or certified mail to the addresses set forth below or to such other address as either party may designate in writing.

11. GOVERNING LAW

This engagement letter shall be governed by and construed in accordance with the laws of the state identified by the parties below without regard to its conflicts of law principles.

12. ENTIRE AGREEMENT

This engagement letter, together with any attached terms, sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral.

13. SEVERABILITY

If any provision of this engagement letter is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute valid provision that achieves, to the extent possible, the original economic, legal and commercial objectives of the unenforceable provision.

14. AMENDMENTS AND WAIVER

No amendment or waiver of any provision of this engagement letter shall be effective unless in writing and signed by both parties. The failure of either party to exercise any right under this engagement letter shall not operate as a waiver of that right.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

This engagement letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding and have the same effect as original signatures.

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